UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 12,
2010
Energy Recovery,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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001-34112
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01-0616867
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1717 Doolittle
Dr. San Leandro, CA 94577
(Address
if Principal Executive Offices)(Zip Code)
510-483-7370
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below) :
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR
CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On
January 12, 2010, the Board of Directors of Energy Recovery, Inc. adopted a 2010
cash bonus plan for the company’s executive officers and a salary adjustment
plan for the company’s Board of Directors.
Under the
2010 cash bonus plan, executive officers and certain other employees will be
eligible for cash bonuses only if the company achieves an earnings per share
target set by the Board of Directors. Once the company exceeds that
financial threshold, the company will fund a bonus pool. Fifty
percent (50%) of every dollar of earnings over that earnings per share threshold
will be placed into the bonus pool. Bonuses will be paid from the
pool on a pro-rata basis based on each individual's percentage achievement
toward established performance goals. Cash bonuses for executive
officers who achieve 100% of their performance goals are targeted at thirty
(30%) of their respective base salaries. The bonus pool will be
capped at two (2) times the aggregate on-target bonus potential for
participating employees, and any additional bonus awards beyond an employee’s
targeted bonus for 100% achievement of his or her performance goals will be
awarded at the discretion of the Compensation Committee of the Board of
Directors at the recommendation of the Chief Executive Officer (“CEO”) or
Executive Chairman, in the case of the CEO.
Under the
2010 salary adjustment plan, compensation for each member of the Board of
Directors, including the Executive Chairman and CEO, will be reduced by twenty
(20%) percent from the level of his or her compensation in 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ENERGY RECOVERY,
INC.
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(Registrant)
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Date:
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1/19/10
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/s/
Thomas Willardson
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Thomas
Willardson
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(Chief
Financial Officer)
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